Important note: The Board Resolutions are as reported in the Board Meeting Transcripts, Minutes & Resolutions portion of ICANN's website. Only the words contained in the Resolutions themselves represent the official acts of the Board. The explanatory text provided through this database (including the summary, implementation actions, identification of related resolutions, and additional information) is an interpretation or an explanation that has no official authority and does not represent the purpose behind the Board actions, nor does any explanations or interpretations modify or override the Resolutions themselves. Resolutions can only be modified through further act of the ICANN Board.

Whereas, the attraction and retention of high caliber staff is essential to ICANN's operations and ICANN desires to ensure competitive compensation for staff.

Whereas, independent market data provided by outside expert compensation consultants indicates that current and proposed increases to compensation amounts for the President, GDD, General Counsel & Secretary, CFO, COO, CIO, and SVP, Policy Development Support and General Manager, ICANN Regional Headquarters - Istanbul are within ICANN's target of the 50th to 75th percentile for total cash compensation based on comparable market data for the respective positions.

Whereas, independent market data provided by outside expert compensation consultants indicates that current compensation for the CFO is below ICANN's target of the 50th to 75th percentile for total cash compensation based on comparable market data for the respective positions.

Whereas, the compensation for the President, GDD, the General Counsel & Secretary, the CFO, and the SVP, Policy Development Support and General Manager, ICANN Regional Headquarters - Istanbul, has not been adjusted since an effective date of 1 July 2014.

Whereas, the compensation adjustments for the COO and the CIO will establish better alignment with compensation review timeline of the other four Officers.

Whereas, each Board member has confirmed that they are not conflicted with respect to compensation packages for any of ICANN's Officers.

Resolved (2016.08.09.17), the Board grants the President and CEO the discretion to adjust the compensation for FY17, effective 1 July 2016, of: (i) Akram Atallah, President, GDD; (ii) John Jeffrey, General Counsel & Secretary; and (iii) David Olive, SVP, Policy Development Support and General Manager, ICANN Regional Headquarters – Istanbul, in accordance with the independent study on comparable compensation, subject to a limitation that their annual base salaries for FY17 shall not increase by more than 6% for from their current base salaries.

Resolved (2016.08.09.18), the Board grants the President and CEO the discretion to adjust the compensation for FY17, effective 1 July 2016, of Xavier Calvez, the CFO, in accordance with the independent study on comparable compensation, subject to a limitation that his annual base salary for FY17 shall not increase by more than 10% from his current annual base salary.

Resolved (2016.08.09.19), the Board grants the President and CEO the discretion to adjust the compensation for FY17, effective 1 July 2016, of Susanna Bennett, the COO, in accordance with the independent study on comparable compensation, subject to a limitation that her annual base salary for FY17 shall not increase by more than 3% from her current annual base salary.

Resolved (2016.08.09.20), the Board grants the President and CEO the discretion to adjust the compensation for FY17, effective 1 July 2016, of Ashwin Rangan, the CIO, in accordance with the independent study on comparable compensation, subject to a limitation that his annual base salary for FY17 shall not increase by more than 5% from his current annual base salary.

Rationale for Resolution:

Attracting and retaining high caliber staff by providing a competitive compensation package is crucial to the organization. An improving job market will make more opportunities available for high caliber performers outside of ICANN.

ICANN's President and CEO has requested that he be granted the discretion to increase the FY17 base salaries of: (i) the President, GDD, the General Counsel & Secretary, and the SVP, Policy Development Support and General Manager, ICANN Regional Headquarters - Istanbul) by up to 6% of their current base salaries; (ii) the CFO by up to 10% of his current base salary; (iii) the COO by up to 3% of her current base salary; and (iv) the CIO by up to 5% of his current base salary. The President and CEO has also informed the Board that he intends to also exercise the same discretion with respect to the other members of ICANN's Executive Team who are not Officers (which does not require Board approval).

ICANN is in a critical phase that calls for continuity of certain skill and expertise, particularly with ongoing key projects including the New gTLD Program, Affirmation of Commitments and other organizational reviews underway, the U.S. Governments' IANA stewardship transition, expanding contractual compliance, and enhanced globalization efforts, among many others. Each of these projects requires knowledgeable and skilled executives to ensure ICANN's operational goals and objectives are met while ensuring that risk is mitigated to the greatest extent possible. Adhering to ICANN's employment philosophy, and providing competitive compensation, will help ensure these goals are achieved.

It should be noted, however, that previously it had been discussed that the plan was to only seek authorization to increase relevant Officers' salaries every two years. Last year, the Board authorized the President and CEO to use his discretion to adjust the base salary of the two Officers whose current compensation had not been adjusted since they started working for ICANN. These adjustments were made effective 1 July 2015, which is the same date on which all other staff realizes their salary adjustments.

In trying to better align the timing of compensation review and increases for all staff, it is being recommended that Officer's base salaries be reviewed for adjustment this year and each year hereafter. This is a change from the current two year Officer compensation review and adjustment cycle.

Continuity and retention of key personnel during key organization phases is beneficial to all aspects of the organization. Thus, salary adjustments provided under this resolution likely will have a positive impact on the organization and its effort to fulfill its mission, as well as on the transparency and accountability of the organization. There will be some fiscal impact to the organization, but that impact will not have an effect on the overall current fiscal year budget and will be covered in the FY17 budget. This resolution will not have any direct impact on the security, stability and resiliency of the domain name system.

This is an Organizational Administrative function that does not require public comment.